-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPRGf82m0ai12N4XgdwC9oJVde4OLzdHOVq6R4yWHdFwo+EPo2HU5OtVG7a7ICzY 3bmh+rbfXhdp1iKxCyK9ug== 0000950123-04-009580.txt : 20040811 0000950123-04-009580.hdr.sgml : 20040811 20040811130454 ACCESSION NUMBER: 0000950123-04-009580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27918 FILM NUMBER: 04966453 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 8-K 1 y00102e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2004 CENTURY ALUMINUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-27918 13-3070826 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 2511 GARDEN ROAD BUILDING A, SUITE 200 MONTEREY, CALIFORNIA 93940 (Address of principal executive offices) (Zip Code) (831) 642-9300 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On August 6, 2004, Century Aluminum Company ("Century") issued a press release announcing that it had received consents from holders of more than 96% of its outstanding $325.0 million aggregate principal amount 11.75% Senior Secured First Mortgage Notes Due 2008 pursuant to the tender offer and consent solicitation as set forth in its Offer to Purchase and Consent Solicitation Statement dated July 29, 2004. A copy of the press release announcing Century's receipt of consents pursuant to its tender offer and consent solicitation is attached hereto as Exhibit 99.1. On August 10, 2004, Century announced the pricing of its previously announced private offering of $250 million aggregate principal amount of 7.5% senior notes due 2014. A copy of the press release announcing the pricing of the senior notes is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS. The following exhibits are filed with this report on Form 8-K: EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated August 6, 2004, announcing Century's receipt of consents pursuant to its tender offer and consent solicitation relating to its outstanding 11.75% senior secured first mortgage notes due 2008. 99.2 Press Release, dated August 10, 2004, announcing the pricing of $250 million of Century's 7.5% senior notes due 2014.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY ALUMINUM COMPANY Date: August 10, 2004 By: /s/ Gerald J. Kitchen ----------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel Chief Administrative Officer and Secretary 3 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated August 6, 2004, announcing Century's receipt of consents pursuant to its tender offer and consent solicitation relating to its outstanding 11.75% Senior Secured First Mortgage Notes Due 2008. 99.2 Press Release, dated August 10, 2004, announcing the pricing of $250 million of Century's 7.5% senior notes due 2014.
4 EX-99.1 2 y00102exv99w1.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE [CENTURY ALUMINUM LOGO] CENTURY ALUMINUM COMPANY RECEIVES CONSENTS FROM HOLDERS OF OVER 96% OF ITS 11-3/4% SENIOR SECURED FIRST MORTGAGE NOTES DUE 2008 PURSUANT TO ITS TENDER OFFER AND CONSENT SOLICITATION AUGUST 6, 2004, MONTEREY, CA - Century Aluminum Company (NASDAQ: CENX) (the "Company") announced today that it has received consents from holders of more than 96% of its outstanding $325.0 million aggregate principal amount 11-3/4% Senior Secured First Mortgage Notes Due 2008 ("Notes") (CUSIP No. 156431AC2). The consents are sufficient to effect the proposed amendments to the indenture governing the Notes and to the related security documents as set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated July 29, 2004, pursuant to which the tender offer and the consent solicitation are being made. To be eligible to receive the consent payment relating to the Notes, holders were required to consent to the proposed amendments on or prior to 5:00 p.m., New York City time, on Friday, August 6, 2004 (the "Consent Date"). Notes tendered prior to the Consent Date may not be withdrawn except as may be required by law. Century Aluminum will proceed to execute a supplemental indenture and amendments to security documents effecting the proposed amendments to the indenture and security documents. The supplemental indenture and amendments to the security documents will become operative only if the Company accepts the Notes for payment pursuant to the terms of the tender offer. When the supplemental indenture and the amendments to the security documents become operative, they will be binding on the holders of Notes not tendered for purchase in the tender offer. The tender offer will expire at 10:00 a.m., New York City time, on August 26, 2004, unless extended or earlier terminated. The closing of the tender offer is subject to certain conditions, including closing of the Company's previously announced private offerings of convertible notes and senior notes to finance the purchase of the Notes in the tender offer. The consideration for the Notes tendered will be calculated as of 10:00 a.m., New York City time, on August 12, 2004, based on a fixed-spread pricing formula. Subject to the satisfaction of the conditions to the tender offer, the payment date for the Notes will be promptly following the expiration date. Credit Suisse First Boston LLC is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse First Boston's Liability Management Group, at (800) 820-1653 (toll-free) or (212) 538-0652 (collect). Requests for documents may be directed to Morrow & Co., Inc., the Information Agent, by telephone at (800) 607-0088 (toll-free), (800) 662-5200 (toll-free), or (212) 754-8000 (collect), or by e-mail at cenx.info@morrowco.com. This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities, including the Notes. The offer is being made solely by the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal and Consent dated July 29, 2004. The securities that may be offered by the Company to finance the purchase of the Notes in the tender offer will be offered pursuant to an exemption from registration under the Securities Act of 1933. Such securities will not be registered under the Securities Act and, accordingly, may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements. ABOUT CENTURY Century is a producer of primary aluminum with 615,000 metric tons per year ("mtpy") of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, CA. FORWARD LOOKING STATEMENT This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future, however these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. CONTACT: Century Aluminum Company - A.T. Posti, 831-642-9364 -2- EX-99.2 3 y00102exv99w2.txt PRESS RELEASE EXHIBIT 99.2 NEWS RELEASE [CENTURY ALUMINUM LOGO] CENTURY ALUMINUM ANNOUNCES PRICING OF 7.5% SENIOR NOTES DUE 2014 August 10, 2004, MONTEREY, CA - Century Aluminum Company (NASDAQ: CENX) announced today that it has priced its previously announced private offering of $250 million aggregate principal amount of senior notes due 2014 ("Notes"). The Notes will bear interest at a rate of 7.5% per annum and will mature on August 15, 2014. The Notes will be senior unsecured obligations of Century and will be guaranteed by most of Century's domestic subsidiaries. The sale of the Notes is expected to close on August 26, 2004. Century intends to use the net proceeds from the sale of the Notes, together with proceeds from its previously announced private placement of $175 million aggregate principal amount of its 1.75% Senior Convertible Notes due 2024 ("Convertible Notes"), to purchase up to 100% of its outstanding $325 million aggregate principal amount 11 3/4% senior secured first mortgage notes pursuant to a previously announced tender offer and consent solicitation. The proceeds also will be used for general corporate purposes including to fund a portion of the costs related to the ongoing expansion of Century's Nordural facility. The sale of the Notes is conditioned upon Century's completion of the tender offer and consent solicitation. Century has received tenders of more than 96% of its outstanding first mortgage notes. The tender offer will expire on August 26, 2004, unless extended. The private placement of Convertible Notes closed yesterday and resulted in net proceeds to Century of approximately $169 million. The Notes are being sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended ("Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy such Notes and is issued pursuant to Rule 135c under the Securities Act. About Century Century is a producer of primary aluminum with 615,000 metric tons per year ("mtpy") of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, CA. Forward Looking Statements This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future, however these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. Contact: Century Aluminum Company A.T. Posti, 831-642-9364 -----END PRIVACY-ENHANCED MESSAGE-----